PPF launches offer to block MFE takeover of ProSiebenSat.1
The battle for control of ProSiebenSat.1 has escalated. In mid-May, the second-largest individual shareholder, the Czech financial investor PPF, announced it would make a public offer to the free float shareholders. The group, led by the heirs of billionaire Petr Kellner, is taking this step to oppose the offer from the Italian media company Media for Europe (MFE), controlled by the heirs of Silvio Berlusconi.
PPF plans to increase its stake in the Bavarian TV broadcaster from around 15% to nearly 30% – the threshold at which a public mandatory offer would be required. PPF is offering 7 euros per share in cash. Specifically, it is a partial offer for a yet-to-be-determined number of shares. The offer does not aim for full control of the company.
Stock jumps 17%
Investors reacted enthusiastically to the news. ProSiebenSat.1’s stock jumped by over 17% in Xetra trading to the announced offer price. The offer is significantly higher than the takeover bid from MFE, which is offering 4.48 euros per share in cash and 0.4 shares of its own company. MFE is now the largest shareholder of ProSiebenSat.1, with a 30.14% stake. The Berlusconi group's offer was considered lacklustre, as it was below the current stock price of ProSiebenSat.1.
The management, led by CEO Bert Habets, welcomed PPF's move, saying in a press release that the board supports PPF's elevated commitment to ProSiebenSat.1, and appreciates PPF’s support for the Executive Board and its strategy of digital transformation. The new offer provides shareholders who wish to sell their shares in the short term with „a better alternative“ than MFE's offer.
PPF stated that it stands behind the company management's approach. „Despite the challenges for ProSiebenSat.1 and the turbulent market environment, I am confident that the management is pursuing the right strategy, which we unconditionally support“, Didier Stoessel, Chief Investment Officer of PPF, said n a statement.
PPF intends to release the offer documents during the acceptance period for MFE's offer. Therefore, PPF's move is considered a competing offer under the Securities Acquisition and Takeover Act.
„More active role“ on the supervisory board
PPF aims to reach a similar level of ownership in ProSiebenSat.1 as MFE. „After the completion of the offer, PPF seeks appropriate representation on the supervisory board. This will ensure a renewed focus of the board, enabling management to implement its existing strategy and drive the business forward“, the Czech investor, whose company is registered in the Netherlands, explained.
PPF also stated its intention to take on „a significantly more active role“ on the supervisory board.
At the beginning of April, the media group announced that Maria Kyriacou would take over the chairmanship of the supervisory board after her proposed election. Kyriacou would succeed Andreas Wiele. The shareholder meeting is scheduled for 28 May 28. At the end of January this year, Wiele announced that he would step down from the supervisory board after the annual general meeting.
Two weeks after this announcement, the company revealed that the supervisory board had extended CEO Bert Habets' contract for another three years. This could be seen as a jab from Wiele against MFE, as Wiele had regularly countered the criticism from the Italians regarding the management and strategy. The nine-member supervisory board of ProSiebenSat.1 includes four representatives from MFE and two from PPF. MFE aims to more closely align its activities in Germany with those in Italy.
